Common use of For Good Reason Clause in Contracts

For Good Reason. This Agreement may be terminated by Executive for “Good Reason,” which shall be defined as: (1) a material reduction of Executive’s duties, authority or responsibilities, in effect immediately prior to such reduction; provided, however, that in the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction of Executive’s then-existing Base Salary; or (3) the Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for Good Reason unless: (x) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (y) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following the end of the cure period described in (y).

For Good Reason. This Agreement Executive may be terminated by Executive terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason,” which for termination shall be mean the occurrence of any of the following events (a “Good Reason Condition”), subject to having complied with the Good Reason Process (as defined asbelow), without Executive’s consent: (1i) any material diminution in the Executive's authority, duties and responsibilities, (ii) any material reduction of the Executive's Base Salary, aggregate incentive compensation opportunities or aggregate benefits, unless such changes are applied to all members of the Company’s leadership team and amount to less than a 10% reduction in total, or (iii) a material reduction of Executive’s duties, authority or responsibilities, in effect immediately prior to such reduction; provided, however, that in the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes breach by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction of Executive’s then-existing Base Salary; or (3) the Company’s material breach Company of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for Good Reason unless: Process shall mean that (xi) Executive gives reasonably determines in good faith that a Good Reason Condition has occurred; (ii) Executive notifies the Company notice of the existence of the condition constituting Good Reason in writing within thirty (30) days following the initial occurrence thereofof such determination; (yiii) the Company does is afforded a period of not less than thirty days following such notice (the “Cure Period”) to remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (x)Condition; and (ziv) Executive terminates employment within thirty (30) days following the Good Reason Condition continues to exist at the end of the cure period described in Cure Period; and (y)v) Executive terminates his employment for such Good Reason Condition within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

For Good Reason. This Agreement At Executive’s election, Executive’s employment may be terminated for Good Reason (as defined below) by Executive for “Good Reason,” which shall be defined as: (1) a material reduction of Executive’s duties, authority or responsibilities, in effect immediately prior providing notice to such reduction; provided, however, that in the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors Company pursuant to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction of Executive’s then-existing Base Salary; or (3) the Company’s material breach Section 11 of this Agreement. Notwithstanding For purposes of this Agreement, “Good Reason” shall be deemed to exist if the foregoingfollowing actions occur without Executive’s consent: (A) a material diminution in Executive’s Base Salary; (B) a material diminution in Executive’s authority, no termination duties or responsibilities under this Agreement, provided that removal of Executive as a director of the Board shall not constitute a material diminution in Executive’s authority, duties or responsibilities under this Agreement; or (C) any other action or inaction that constitutes a material breach of the terms of this Agreement by the Company. In the event any of the occurrences in (A) through (C) above have occurred, the Company shall be given written notice by Executive shall of Executive’s intention to so terminate Executive’s employment, such notice: (i) to state in detail the particular acts or failures to act that constitute a the grounds on which the proposed termination for Good Reason unless: is based, (xii) Executive gives to be given within sixty (60) days after the first occurrence of such acts or failures to act, and (iii) the Company notice of the existence of the condition constituting Good Reason within shall have thirty (30) days following the initial occurrence thereof; (y) receipt of such notice to cure such acts or failures to act in all material respects. If the Company does has not remedy cured such acts or cure failures to act within the Good Reason condition within thirty (30) days of receiving such notice described in (x); and (z) Executive terminates day cure period, then the Executive’s employment within thirty (30) days following the end of the cure period described in (y)shall be immediately terminated for Good Reason.

For Good Reason. This Agreement may During the Term, Executive shall be terminated by Executive entitled to resign his or her employment for “Good Reason,” which . In the event Executive resigns his or her employment under grounds that constitute Good Reason, Executive shall be entitled to the same payments and benefits and subject to the same conditions as a termination without Cause under Section 6.3. Good Reason shall be defined as: as follows: (1i) a material reduction breach by the Company of any material covenant or provision of this Agreement; or there is a breach of the Option Agreement by Holdings that materially affects Executive’s rights or benefits with respect to the Option or any other equity award subsequently granted to Executive; (ii) any involuntary change in the Executive’s title or reporting relationships except as permitted hereunder or any involuntary material diminution in the Executive’s material duties, authority authorities or responsibilities, responsibilities as CLO; or (iii) a reduction by the Company in effect immediately prior to such reductionthe Base Salary or a reduction in the Executive’s Target Bonus as provided hereunder; provided, however, that in none of the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company foregoing shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction Reason unless the Executive first provides the Company with written notice referencing this provision and describes the existence of Executive’s then-existing Base Salary; or (3) such event that the Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for believes constitutes Good Reason unless: within sixty (x60) Executive gives the Company notice days after he or she becomes aware of the existence of such event, and the condition constituting Good Reason Company fails to cure such change or reduction within thirty (30) days following the initial occurrence thereof; after receipt of such written notice, and Executive resigns from employment within fifteen (y) the Company does not remedy or cure the Good Reason condition within thirty (3015) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following after the end of the such cure period described in (y)period.

For Good Reason. This The Executive shall have the right to terminate this Agreement may be terminated by Executive and his employment hereunder for Good Reason, such employment to terminate upon expiration of the notice and cure period described herein. As used herein, “Good Reason,” which shall mean: (A) any material failure by the Company to comply with any provision of this Agreement; or (B) substantial interference with the day to day operations of the Company by a Director of the Company (or such Director’s employer or affiliate) that is inconsistent with formal actions taken by the Board or that impairs the Executive’s ability to deliver agreed upon results for the Company. A termination by the Executive shall not be defined asfor Good Reason unless: (1) a material reduction of Executive’s duties, authority or responsibilities, in effect immediately prior to such reduction; provided, however, that in the Executive gives the Board written notice specifying the event of a Change in Control, or condition that the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Executive asserts authorizes termination for Good Reason; (2) a material reduction of the Executive did not cause the event or condition that Executive asserts authorizes Executive’s then-existing Base Salary; or (3) the Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for Good Reason unless: or knowingly allow such event or condition to occur; (x3) Executive gives such notice is given no more than 30 days after the Company notice occurrence of the event or the initial existence of the condition constituting that Executive asserts authorizes termination for Good Reason within thirty Reason; (304) during the 30 days following the initial occurrence thereof; (y) receipt of such notice, the Company does not and/or the Board fail to remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (x)event or condition; and (z5) Executive terminates Executive’s employment within thirty (30) 30 days following after the end of such cure period. In the event that the Executive elects to terminate his employment pursuant to Section 3.2(b)(i)(A) and in accordance with the notice and cure period described requirements in subparts (y)1) through (5) above, the Executive shall be entitled to receive the payments referred to in Section 3.3(a) and (b) hereof. In the event that the Executive elects to terminate his employment pursuant to Section 3.2(b)(i)(B) and in accordance with the notice and cure requirements in subparts (1) through (5) above, the Executive shall be entitled to receive the payments referred to in Section 3.3(a) and (c) hereof.

For Good Reason. This Agreement may During the Term, Executive shall be terminated by Executive entitled to resign his employment for “Good Reason,” which . In the event Executive resigns his employment under grounds that constitute Good Reason, Executive shall be entitled to the same payments and benefits and subject to the same conditions as a termination without Cause under Section 6.3. Good Reason shall be defined as: as follows: (1i) a material reduction breach by the Company of any material covenant or provision of this Agreement; or there is a breach of the Option Agreement described in Section 5.3 by the Company or Holdings that materially affects Executive’s rights or benefits with respect to the Option or any other equity award subsequently granted to Executive; (ii) any involuntary change in the Executive’s title or reporting relationships (including any requirement to report to any person other than the Board or the CEO) or any involuntary material diminution in the Executive’s material duties, authority authorities or responsibilities, responsibilities as CMO; or (iii) a reduction by the Company in effect immediately prior to such reductionthe Base Salary or a reduction in the Executive’s Target Bonus as provided hereunder; provided, however, that in none of the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company foregoing shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction Reason unless the Executive first provides the Company with written notice referencing this provision and describes the existence of Executive’s then-existing Base Salary; or (3) such event that the Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for believes constitutes Good Reason unless: within sixty (x60) Executive gives the Company notice days after he becomes aware of the existence of such event, and the condition constituting Good Reason Company fails to cure such change or reduction within thirty (30) days following the initial occurrence thereof; after receipt of such written notice, and Executive resigns from employment within fifteen (y) the Company does not remedy or cure the Good Reason condition within thirty (3015) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following after the end of the such cure period described in (y)period.

For Good Reason. This Agreement may During the Term, the Executive shall be terminated by Executive entitled to resign his employment for “Good Reason,” which . In the event the Executive resigns his employment under grounds that constitute Good Reason, the Executive shall be entitled to the same payments and benefits and subject to the same conditions as a termination without Cause under Section 6.3. Good Reason shall be defined as: as follows: (1i) a material reduction breach by the Company of any material covenant or provision of this Agreement; or there is a breach of the Equity Documents by the Company, Holdings or Wheels Up MIP that materially affects the Executive’s rights or benefits with respect to the Profits Interests or any other equity award previously or subsequently granted to the Executive; (ii) any involuntary change in the Executive’s title or reporting relationships (including any requirement to report to any person other than the Board) or any involuntary material diminution in the Executive’s material duties, authority authorities or responsibilitiesresponsibilities as CEO; (iii) a reduction by the Company in the Base Salary or a reduction in the Executive’s Target Bonus as provided hereunder; or (iv) the relocation of the Executive’s principal place of business outside of New York, in effect immediately prior to such reductionNew York or the state of New Jersey; provided, however, that in none of the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company foregoing shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction of Executive’s then-existing Base Salary; or (3) Reason unless the Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for Good Reason unless: (x) Executive gives first provides the Company with written notice of referencing this provision and describes the existence of such event that the condition constituting Executive believes constitutes Good Reason within sixty (60) days after the initial occurrence of such event, and the Company fails to cure such change or reduction within thirty (30) days following after receipt of such written notice, and the initial occurrence thereof; Executive resigns from employment within fifteen (y) the Company does not remedy or cure the Good Reason condition within thirty (3015) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following after the end of the such cure period described in (y)period.

For Good Reason. This Agreement may During the Term, Executive shall be terminated by Executive entitled to resign his employment for “Good Reason,” which . In the event Executive resigns his employment under grounds that constitute Good Reason, Executive shall be entitled to the same payments and benefits and subject to the same conditions as a termination without Cause under Section 6.3. Good Reason shall be defined as: as follows: (1i) a material reduction breach by the Company of any material covenant or provision of this Agreement; or there is a breach of the Equity Documents by the Company, Holdings or Wheels Up MIP that materially affects Executive’s rights or benefits with respect to the Profits Interests or any other equity award subsequently granted to Executive; (ii) any involuntary change in the Executive’s title or reporting relationships (including any requirement to report to any person other than the Board or the CEO) or any involuntary material diminution in the Executive’s material duties, authority authorities or responsibilitiesresponsibilities as COO; (iii) a reduction by the Company in the Base Salary or a reduction in the Executive’s Target Bonus as provided hereunder; or (iv) the relocation of the Executive’s principal place of business outside of New York, in effect immediately prior to such reductionNew York; provided, however, that in none of the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company foregoing shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction Reason unless the Executive first provides the Company with written notice referencing this provision and describes the existence of Executive’s then-existing Base Salary; or (3) such event that the Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for believes constitutes Good Reason unless: within sixty (x60) Executive gives the Company notice days after he becomes aware of the existence of such event, and the condition constituting Good Reason Company fails to cure such change or reduction within thirty (30) days following the initial occurrence thereof; after receipt of such written notice, and Executive resigns from employment within fifteen (y) the Company does not remedy or cure the Good Reason condition within thirty (3015) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following after the end of the such cure period described in (y)period.

For Good Reason. This Agreement may During the Term, Executive shall be terminated by Executive entitled to resign his or her employment for “Good Reason,” which . In the event Executive resigns his or her employment under grounds that constitute Good Reason, Executive shall be entitled to the same payments and benefits and subject to the same conditions as a termination without Cause under Section 6.3. Good Reason shall be defined as: as follows: (1i) a material reduction breach by the Company of any material covenant or provision of this Agreement; or there is a breach of the Option Agreement by Holdings that materially affects Executive’s rights or benefits with respect to the Option or any other equity award subsequently granted to Executive; (ii) any involuntary change in the Executive’s title or reporting relationships except as permitted hereunder or any involuntary material diminution in the Executive’s material duties, authority authorities or responsibilities, responsibilities as CPO; or (iii) a reduction by the Company in effect immediately prior to such reductionthe Base Salary or a reduction in the Executive’s Target Bonus as provided hereunder; provided, however, that in none of the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company foregoing shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction Reason unless the Executive first provides the Company with written notice referencing this provision and describes the existence of Executive’s then-existing Base Salary; or (3) such event that the Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for believes constitutes Good Reason unless: within sixty (x60) Executive gives the Company notice days after he or she becomes aware of the existence of such event, and the condition constituting Good Reason Company fails to cure such change or reduction within thirty (30) days following the initial occurrence thereof; after receipt of such written notice, and Executive resigns from employment within fifteen (y) the Company does not remedy or cure the Good Reason condition within thirty (3015) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following after the end of the such cure period described in (y)period.

For Good Reason. This Agreement may During the Term, Executive shall be terminated by Executive entitled to resign his employment for “Good Reason,” which . In the event Executive resigns his employment under grounds that constitute Good Reason, Executive shall be entitled to the same payments and benefits and subject to the same conditions as a termination without Cause under Section 6.3. Good Reason shall be defined as: as follows: (1i) a material breach by the Company of any material covenant or provision of this Agreement; or there is a breach of the Option Agreement by Holdings that materially affects Executive’s rights or benefits with respect to the Option or any other equity award subsequently granted to Executive; (ii) any involuntary change in the Executive’s title or reporting relationships except as permitted hereunder or any diminution in the Executive’s material duties, authorities or responsibilities as Chief Marketplace Officer; (iii) a reduction by the Company in the Base Salary or a reduction in the Executive’s Target Bonus as provided hereunder; or (iv) a relocation by the Company of Executive’s duties, authority or responsibilities, in effect immediately prior to such reductionprincipal place of employment by more than 30 miles; provided, however, that in none of the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company foregoing shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction Reason unless the Executive first provides the Company with written notice referencing this provision and describes the existence of Executive’s then-existing Base Salary; or (3) such event that the Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for believes constitutes Good Reason unless: within sixty (x60) Executive gives the Company notice days after he becomes aware of the existence of such event, and the condition constituting Good Reason Company fails to cure such change or reduction within thirty (30) days following the initial occurrence thereof; after receipt of such written notice, and Executive resigns from employment within fifteen (y) the Company does not remedy or cure the Good Reason condition within thirty (3015) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following after the end of the such cure period described in (y)period.

For Good Reason. This Agreement may During the Term, Executive shall be terminated by Executive entitled to resign his employment for “Good Reason,” which . In the event Executive resigns his employment under grounds that constitute Good Reason, Executive shall be entitled to the same payments and benefits and subject to the same conditions as a termination without Cause under Section 6.3. Good Reason shall be defined as: as follows: (1i) a material reduction breach by the Company of any material covenant or provision of this Agreement; or there is a breach of the Option Agreement described in Section 5.3 by the Company or Holdings that materially affects Executive’s rights or benefits with respect to the Option or any other equity award subsequently granted to Executive; (ii) any involuntary change in the Executive’s title or reporting relationships (including any requirement to report to any person other than the Board or the CEO) or any involuntary material diminution in the Executive’s material duties, authority authorities or responsibilities, responsibilities as COO; or (iii) a reduction by the Company in effect immediately prior to such reductionthe Base Salary or a reduction in the Executive’s Target Bonus as provided hereunder; provided, however, that in none of the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company foregoing shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reason; (2) a material reduction Reason unless the Executive first provides the Company with written notice referencing this provision and describes the existence of Executive’s then-existing Base Salary; or (3) such event that the Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for believes constitutes Good Reason unless: within sixty (x60) Executive gives the Company notice days after he becomes aware of the existence of such event, and the condition constituting Good Reason Company fails to cure such change or reduction within thirty (30) days following the initial occurrence thereof; after receipt of such written notice, and Executive resigns from employment within fifteen (y) the Company does not remedy or cure the Good Reason condition within thirty (3015) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following after the end of the such cure period described in (y)period.

For Good Reason. This Agreement Employee may be terminated by Executive for terminate her employment after the occurrence of an event or events constituting “Good Reason,” which shall be defined as(as hereinafter defined). For purposes of this Agreement, “Good Reason” means the occurrence of any of the following without the written consent of Employee: (1i) a material reduction diminution in Employee’s Base Salary other than in connection with any Company-wide decrease in executive compensation, provided that Employee does not experience a proportional material decrease greater than that of Executive’s duties, authority or responsibilities, in effect immediately prior to such reduction; provided, however, that in the event of a Change in Control, the differences in job title and duties that are normally occasioned by reason of an acquisition of one company or by another and which do not actually result in a material change in duties, authority and responsibilities inconsistent with Executive’s prior position with the acquired company shall not constitute “Good Reason;” and further provided that, absent a Change in Control, changes by the Company’s Board of Directors to Executive’s specific job duties or reporting relationships which do not materially diminish Executive’s authority and responsibilities shall not constitute Good Reasonany other similarly-situated employee; (2ii) a material reduction of Executivediminution in Employee’s then-existing Base Salaryauthority, duties or responsibilities; or (3iii) the Company’s any other action or inaction that constitutes a material breach by the Company of this Agreement. Notwithstanding the foregoing, no A termination of employment by Executive shall constitute a termination Employee for Good Reason unless: (x) Executive gives shall be effectuated by giving the Company written notice of the termination within thirty (30) days of the initial existence of the condition constituting circumstances alleged to be the grounds for Good Reason within Reason, setting forth such circumstances in reasonable detail. The Company shall have thirty (30) days following the initial occurrence thereof; (y) receipt of such notification to cure the specific circumstances that constitute Good Reason. In the event the Company does not remedy or cure the cures, Good Reason condition within thirty (30) days for termination shall not be deemed to exist with respect to the specific circumstances set forth in the written notice. Notwithstanding the foregoing, any reasonable actions taken by the Company to accommodate a disability of receiving such notice described in (x); Employee or pursuant to the Family and (z) Executive terminates employment within thirty (30) days following the end Medical Leave Act shall not constitute Good Reason for purposes of the cure period described in (y)this Agreement.